U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
|X| Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act")
For the quarterly period ended January 31, 2005
----------------
| | Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from ___________ to _________
Commission file number 0-26851
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BF ACQUISITION GROUP IV, INC.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Florida 65-013586
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2501 Turk Boulevard, San Francisco, CA 94118
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(Address of Principal Executive Offices)
(415) 831-1974
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(Issuer's Telephone Number, Including Area Code)
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(Former Name, Former Address and Former Fiscal ear, if Changed
Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
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APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 925,000
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Transitional Small Business Disclosure Format (check one):
Yes No X
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INDEX
PART I Page
FINANCIAL INFORMATION -----
Item 1. Financial Statements..............................................3
Item 2. Management's Discussion and Analysis or Plan of Operation.........8
Item 3. Controls and Procedures..........................................10
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.................................10
2
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
BF ACQUISITION GROUP IV, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(Unaudited) (Audited)
January April
31, 30,
2005 2004
---- ----
ASSETS
------
Current Assets:
Cash and cash equivalents $ -- $ --
------------ ---------
Due from affiliates 20,675 --
------------ ---------
20,675 --
------------ ---------
Other Assets:
Investments, at cost 3,250 $ --
------------ ---------
Total Assets $ 23,925 $ --
============ =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
Current Liabilities
Accrued expenses $ 13,131 $ 4,941
Due to affiliates 52,529 --
Loans from shareholders 30 300
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Total Current Liabilities 65,960 5,241
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Stockholders' Deficit
Stockholders' Deficit
Preferred stock, no par value; 5,000,000 shares authorized, no shares
issued and outstanding
Common stock, $.001 par value; 50,000,000 shares authorized, 925,000 925 825
shares issued and outstanding at January 31, 2005, and 825,000 6,641 5.116
shares issued and outstanding at April 30, 2004 (49,601) (11,182)
------------ ---------
Additional paid=in capital
Deficit accumulated during the development stage
(42,035) (5,241)
------------ ---------
Total Liabilities and Stockholders' Deficit $ 23,925 $ --
============ =========
See accompanying notes to the financial statements.
3
BF ACQUISITION GROUP IV, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2005 AND 2004
AND THE PERIOD APRIL 15, 1999 (DATE OF INCEPTION) TO JANUARY 31, 2005
(UNAUDITED)
Three Months Three Months Nine Months Nine Months
Cumulative Ended Ended Ended Ended
Since January 31, January 31, January 31, January 31,
Revenues Inception 2005 2004 2005 2004
------------------- --------------- ------------- ------------ ---------------
Revenues $ - $ - $ - $ - $ -
COSTS AND EXPENSES
General and Administrative 49,601 3,900 550 38,419 1,100
------------------- --------------- ------------- ------------ ---------------
Total costs and expenses 49,601 3,900 550 38,419 1,100
------------------- --------------- ------------- ------------ ---------------
LOSS BEFORE OTHER INCOME (49,601) (3,900) (550) (38,419) (1,100)
OTHER INCOME
------------------- --------------- ------------- ------------ ---------------
LOSS BEFORE TAX BENEFIT (49,601) (3,900) (550) (38,419) (1,100)
INCOME TAXES - - - - -
------------------- --------------- ------------- ------------ ---------------
NET LOSS $ (49,601) $ (3,900) $ (550) $ (38,419) $ (1,100)
=================== =============== ============= ============ ===============
BASIC AND DILUTED WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING
917,391 825,000 825,000 825,000
=============== ============= ============ ===============
BASIC AND DILUTED NET LOSS PER
COMMON SHARE
$ (0.00) $ (0.00) (0.04) $ (0.00)
=============== ============= ============ ===============
See accompanying notes to the financial statements.
4
BF ACQUISITION GROUP IV, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED JANUARY 31, 2005 AND 2004
AND THE PERIOD APRIL 15, 1999 (DATE OF INCEPTION) TO JANUARY 31, 2005
(UNAUDITED)
Nine Months Ended Nine Months Ended
Cumulative Since January January 31,
Inception 31, 2005 2004
---------------- ------------- ------------
Cash Flows From Operating Activities
Net Loss $ (49,601) $ (38,419) $ (1,100)
Adjustments to reconcile net loss to net
cash flows used by operating
activities
Stock issued in exchange for services 441 - -
Net changes in:
Due from affiliates (23,925) (23,925) -
Accrued expenses 13,131 8,190 1,100
Advances due to affiliates (12,646) (12,646) -
---------------- ------------- ============
Net cash used by operating activities (72,600) (66,800) -
================ ============= ============
Cash Flows From Investing Activities
Purchase of property and equipment (3,500) (3,500) -
Purchase of investments held in trust (300,000) (300,000) -
---------------- ------------- ------------
Net cash used by investing activities (303,500) (303,500) -
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Cash Flows From Financing Activities
Proceeds from issuance of common stock 5,500 - -
Advances for subscriptions to affiliated company 370,300 370,300 -
Loans from related parties 300 - -
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Net cash provided by financing activities 376,100 370,300 -
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Net Increase in Cash - - -
Cash, Beginning of Period - - -
---------------- ------------- ------------
Cash, End of Period $ - $ - $ -
================ ============= ============
See accompanying notes to the financial statements
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Statement of Cash Flows (continued)
Nine Months Ended Nine Months Ended
Cumulative Since January January 31,
Inception 31, 2005 2004
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Supplemental Disclosure of Non-Cash Financing Activities
Transferred stock subscriptions to affiliate $ (370,300) $ (370,300) $ -
================ ============= ============
Supplemental Disclosure of Non-Cash Investing Activities
Acquired common stock investment in affiliated companies
in exchange for repayment towards affiliate receivable $ 3,250 $ 3,250 $ -
================ ============= ============
Transfer of investments held in trust to affiliate $ 300,000 $ 300,000 $ -
================ ============= ============
Transfer of fixed assets to affiliate $ 3,500 $ 3,500 $ -
================ ============= ============
100,000 shares of common stock issued in exchange
for repayment towards affiliate payable
Common stock $ 100 $ 100 $ -
================ ============= ============
Additional paid-in capital $ 1,525 $ 1,525 $ -
================ ============= ============
Due to affiliate repayment $ (1,625) $ (1,625) $ -
================ ============= ============
See accompanying notes to the financial statements
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BF ACQUISITION GROUP IV, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE PERIOD APRIL 15, 1999 (DATE OF INCEPTION) TO JANUARY 31, 2005
(UNAUDITED)
Deficit
Accumulated
Common Stock Additional during the
Number of Paid-In Development
Shares Amount Capital Stage Total
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Issuance of initial 510,000 shares on April 15, 1999 510,000 $ 510 $ 490 $ - $1,000
Issuance of shares of common stock in exchange for
services 190,000 190 182 372
Net loss (372) (372)
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Balance, April 30, 1999 700,000 700 672 (372) 1,000
Issuance of shares of common stock 60,000 60 2,940 3,000
Issuance of shares of common stock in exchange for
services 35,000 35 34 69
Net loss (3,637) (3,637)
-------------------------------------------------------------------
Balance, April 30, 2000 795,000 795 3,646 (4,009) 432
Issuance of shares of common stock 30,000 30 1,470 1,500
Net loss (3,547) (3,547)
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Balance, April 30, 2001 825,000 825 5,116 (7,556) (1,615)
Net loss (2,970) (2,970)
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Balance, April 30, 2002 825,000 825 5,116 (10,526) (4,585)
Net loss (2,925) (2,925)
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Balance, April 30, 2003 825,000 825 5,116 (13,451) (7,510)
Net income 2,269 2,269
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Balance, April 30, 2004 825,000 825 5,116 (11,182) (5,241)
Issuance of shares for debt 100,000 100 1,525 1,665
Net loss for the nine months ended January 31, 2005 (38,419) (38,419)
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Balance, January 31, 2005 925,000 $925 $ 6,641 $ (49,601) $ (42,035)
===================================================================
See accompanying notes to the financial statements
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BF ACQUISITION GROUP IV, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
BF Acquisition Group IV, Inc. (the "Company") is a development stage
company organized in Florida on April 15, 1999 as a "shell" company, which
looks for suitable business partners or acquisition candidates to merge
with or acquire. Operations have consisted primarily of obtaining initial
capital and activities regarding the SEC registration of the Company.
Basis of Presentations
The accompanying unaudited condensed financial statements have been
prepared by BF Acquisition Group IV, Inc. (the Company). These statements
include all adjustments (consisting only of normal recurring adjustments)
which management believes necessary for a fair presentation of the
statements and have been prepared on a consistent basis using the
accounting policies described in the summary of Accounting Policies
included in the Company's April 30, 2004 Annual Report on Form 10-KSB.
Certain financial information and footnote disclosures normally included
in the financial statements prepared in accordance with U.S. generally
accepted accounting principles have been condensed or omitted pursuant to
such rules and regulations, although the Company believes that the
accompanying disclosures are adequate to make the information presented
not misleading. The Notes to Financial Statements in the April 30, 2004
Annual Report on Form 10-KSB should be read in conjunction with the
accompanying interim financial statements. Operating results for the nine
months ended January 31, 2005 are not necessarily indicative of the
results that may be expected for the year ending April 30, 2005.
Use of Estimates
Management uses estimates and assumptions in preparing financial
statements. Those estimates and assumptions affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and
liabilities, and the reported expenses. Actual results could vary from
those estimates.
Reclassifications
Certain reclassifications have been made to the prior period financial
statements to conform to the presentation in the current period's
financial statements.
NOTE 2 - REALIZATION OF ASSETS
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has incurred losses
from activities during the development stage. This condition raises
substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
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BF ACQUISITION GROUP IV, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 3 - INVESTMENTS
The investments represent common stock equity securities in two companies
related by common shareholders and management personnel. These companies are,
like the Company, development stage "shell" companies. Accordingly, market
values of these securities are not readily available. The Company acquired these
investments in exchange for reduction to the inter-company accounts due to the
Company by them. Investments are stated at cost and are deemed available for
sale. At January 31, 2005, investments were as follows:
Cost Market
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100,000 shares BF Acquisition Group V, Inc. $ 1,625 $ 1,625
75,000 shares BF Acquisition Group III, Inc. 1,625 1,625
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$ 3,250 $ 3,250
========== ==========
NOTE 4 - PAYABLE TO AFFILIATES
Universal Capital Management, Inc., related to the "Company" by common
shareholders and management personnel, is a newly organized, closed-end,
non-diversified management investment company that has elected to be treated as
a business development company under the Investment Company Act of 1940. Prior
to it's official, legal establishment, receipts of funds from subscribers for
the shares of common stock of Universal Capital Management, Inc. were transacted
through the bank account of BF Acquisition Group IV, Inc. as its temporary
intermediary. The net of all activities attributable to Universal Capital
Management, Inc. are reflected as a net payable due to Universal Capital
Management, Inc. of $52,529.
NOTE 5 - ISSUANCE OF COMMON STOCK
During the three months ended January 31, 2005, the Company issued 100,000
shares of common stock to a former affiliate in satisfaction of liabilities due
to this former affiliate in the amount of $1,625. Accordingly, 100,000 of $0.001
par value common shares were issued as follows:
Common stock $ 100
Additional paid-in capital $ 1,525
---------
Reduction to due to affiliate $ 1,625
=========
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BF ACQUISITION GROUP IV, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 6 - SUBSEQUENT EVENTS
While not completed by January 31, 2005, the Company entered into an Agreement
and Plan of Merger (the "Merger Agreement") with William R. Colucci and David M.
Bovi (principal shareholders of the Company) and Universal Capital Management,
Inc. The Merger Plan commenced on November 4, 2004. The Merger Agreement
provides that at the Effective Time, the Company will merge with and into
Universal Capital Management, Inc., and Universal Capital Management, Inc. shall
be the surviving corporation.
At the Effective Time, each shareholder of the Company will be entitled to
receive one half share of voting common stock of Universal Capital Management,
Inc. in exchange for each share of the Company's stock held by such shareholder.
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Item 2. Management's Discussion and Analysis or Plan of Operation
Overview
The following discussion contains forward-looking statements. The
words "anticipate," "believe," "expect," "plan," "intend," "estimate,"
"project," "will," "could," "may" and similar expressions are intended to
identify forward-looking statements. Such statements reflect our current views
with respect to future events and financial performance and involve risks and
uncertainties. Should one or more risks or uncertainties occur, or should
underlying assumptions prove incorrect, actual results may vary materially and
adversely from those anticipated, believed, expected, planned, intended,
estimated, projected or otherwise indicated. We caution you not to place undue
reliance on these forward looking-statements, which we have made as of the date
of this Quarterly Report for the three months and nine months ended January 31,
2005 on Form 10-QSB.
The following is qualified by reference to, and should be read in
conjunction with our audited financial statements for the year ended April 30,
2004 filed with the Securities and Exchange Commission and the current notes
included elsewhere in this Quarterly Report on Form 10-QSB.
Our Company was initially organized as a "shell" company, with plans
to seek business partners or acquisition candidates; however, due to capital
constraints, we were unable to continue with our business plan. In March 2001,
we ultimately ceased our business activities and became dormant, whereby we
incurred only minimal administrative expenses. Since inception, we have incurred
losses from operations, and currently do not have any revenues to cover our
incurred expenses. Management recognizes that we must generate additional
resources to enable us to pay our obligations as they come due, and that we must
ultimately implement our business plan and achieve profitable operations. We
cannot assure you that we will be successful in any of these activities. Should
any of these events not occur, our financial condition will be materially
adversely affected.
The Company made investments in two similar and related development
stage companies in exchange for a reduction in inter-company accounts. As of
January 31, 2005, these investments included:
75,000 shares of common stock in BF Acquisition Group III, Inc.
100,000 shares of common stock in BF Acquisition Group V, Inc.
On February 8, 2005, BF Acquisition Group III, Inc., ("BF III"), its
majority-owned subsidiary, FundraisingDirect.com, Inc. ("FundraisingDirect"),
Imprints Plus, Inc., ("Imprints Plus"), IPI Fundraising, Inc. ("IPI
Fundraising"), a newly formed Delaware corporation formed by Justin P. DiNorscia
(the controlling shareholder, principal officer and director of each of BF III,
FundraisingDirect, and Imprints Plus) and certain key stockholders of BF III,
FundraisingDirect, and Imprints Plus, entered into a merger agreement (the
"Merger Agreement"). Pursuant to the Merger Agreement, at the effective time of
the merger, the separate existence of each of BF III, FundraisingDirect, and
Imprints Plus shall cease and each of these corporations shall be merged with
and into IPI Fundraising, which shall be the surviving corporation. Immediately
after the effective time, IPI Fundraising's capital structure will consist of
10,064,628 shares of IPI Fundraising common stock, par value $.001 and 3,000,000
shares of IPI Fundraising series A preferred stock, par value $.50.
The closing of the merger remains subject to numerous conditions
contained in the Merger Agreement. Assuming the conditions contained in the
Merger Agreement are satisfied or waived, the closing of the merger is scheduled
to occur 21 days after the effective date of the registration statement on Form
S-4 filed with the Securities and Exchange Commission with respect to the merger
or at such other time as the parties may agree.
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Pursuant to the Merger Agreement, holders of BF III common stock
shall be entitled to receive in exchange for each share of BF III common stock,
one share of the common stock of IPI Fundraising.
IPI Fundraising is a Delaware corporation which is in the business
of selling products to schools, youth sports leagues, and other organizations
for fundraising purposes.
BF Acquisition Group V, Inc. is a development stage company with no
assets and accumulated liabilities of $11,551 as of January 31, 2005.
On November 10, 2004, we entered into an Agreement and Plan of
Merger with Universal Capital Management Inc., a Delaware corporation
("Universal"). According to the terms of this agreement, each BF Acquisition
Group IV, Inc. shareholder will be entitled to receive one half (0.5) share of
voting common stock of Universal, par value one-tenth of a cent ($0.001) per
share. On the Effective Date, BF Acquisition Group IV, Inc. will cease to exist
and Universal will be the surviving company. The merger between Universal and
the Company is subject to numerous conditions and can be terminated if all such
conditions are not satisfied by March 31, 2005. Currently, the merger is
scheduled to close on March 30, 2005.
Universal has elected to be a closed end venture capital fund
operating as a business development company as described in the Investment
Company Act of 1940. Universal is in the business of providing funds, management
expertise and strategic planning to privately held emerging growth companies.
There is no assurance that this merger will occur. If it does not, management
will continue its efforts to seek other merger partners to implement its
business plan.
Universal filed a registration statement under the Exchange Act on
January 26, 2005 which describes its business and portfolio companies.
On November 8, 2004, the Company by Unanimous Consent of Directors
issued 100,000 shares of common stock to Nortia Capital Partners, Inc. (f/k/a BF
Acquisition Group I, Inc.) to satisfy a debt of $1,625.
Liquidity and Capital Resources.
Our financial statements have been prepared in conformity with the
United States generally accepted accounting principles. The information for the
three month and nine month periods ended January 31, 2005 and 2004 has not been
audited by independent certified public accountants.
The financial statements were prepared assuming that the Company will
continue as a going concern. However, due to the Company's accumulated losses
and working capital deficiency, consideration must be given to the fact that we
may not be capable of continuing our efforts.
Critical Accounting Estimates
Other than the "going concern" issue referred to in the preceding
paragraph, there were no material estimates or assumptions for this reporting
period.
-12-
Controls and Procedures.
As of the date this report is filed, an evaluation was performed under
the supervision and with the participation of the Company's principal executive
officer and financial officer of the effectiveness of the design and operation
of the Company's disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the
period covered by this report. During the period covered by this report,
management believes that the Company, in its development stage, has implemented
adequate controls and procedures.
Item 3. Controls and Procedures
Our management, under the supervision and with the participation of the
principal executive officer and principal financial officer, has evaluated the
effectiveness of our controls and procedures related to our reporting and
disclosure obligations as of January 31, 2005, which is the end of the period
covered by this Quarterly Report on Form 10-QSB. Based on that evaluation, the
principal executive officer and principal financial officer have concluded that
our disclosure controls and procedures are effective.
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PART II
OTHER INFORMATION
There were no changes that occurred during the fiscal quarter ended
October 31, 2004 that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.
Item 6. Exhibits and Reports on Form 8-K
Exhibits.
Exhibit 31.1 Certification of Chief Executive Officer
Exhibit 31.2 Certificate of Chief Financial Officer
Exhibit 32 Certification Pursuant to Section 1350 of Chapter
63 of Title 18 of the United States Code
Reports on Form 8-K
The Company filed the following Current Reports during the three month
period ended January 31, 2005:
Date Filed Items Reported
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November 2, 2004 4.01 Changes in Registrant's Certifying Accountant
November 12, 2004 1.01 Entry into a Material Definitive Agreement
3.02 Unregistered Sales of Equity Securities
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SIGNATURES
----------
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BF ACQUISITION GROUP IV, INC.
Date: March 15, 2005 By: /s/ William R. Colucci
----------------------------------------------
William R. Colucci, President, Principal
Executive Officer and Principal Accounting
Officer
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